The special committee of Better Home & Finance’s board said Monday that every director except founder Vishal Garg supported the decision to end founder-led leadership at the digital mortgage lender, and that the committee is unanimous that Garg should have no continuing operating role.
The statement is the board’s most direct response yet to Garg’s campaign to remove a majority of the company’s directors and return himself to an executive position.
“The decision to appoint Daniel Lewis as Interim Chief Executive Officer, transition away from founder-led executive leadership and conduct a search for a permanent CEO was supported by every director other than Better’s founder and former CEO, Vishal Garg,” the committee said in its Aug. 24 statement.
How the fight escalated
RealtyWire reported on Aug. 4 that Garg stepped down as chief executive and Daniel Lewis was named interim chief. Ten days later we covered the reversal, as Garg claimed majority shareholder support to retake the company and the board pushed back.
Since then the dispute has moved into court and into the proxy machinery. The board has filed consent revocation statements opposing Garg’s consent solicitation — the mechanism by which a shareholder can replace directors without waiting for an annual meeting — and the company has sued Garg, alleging federal securities law violations in connection with the campaign.
The committee’s framing of the stock record is pointed: it says shares fell more than 90% during Garg’s tenure as CEO. That is the committee’s characterization, offered in the context of a control fight.
The operating case
Rather than argue governance alone, the committee laid out a set of operating claims meant to show momentum under Lewis.
The company said it remains within its third-quarter guidance and expects a return to growth. It described a new partnership as producing the strongest initial performance in company history measured by locked loan volume, and said it expects to exceed $45 million in annualized cost reductions.
Its wholesale program and the launch of TinmanGo — a version of Better’s proprietary loan origination technology — are on track, the committee said, with at least two additional enterprise partnerships planned. A process to sell the company’s U.K. bank is ongoing.
Every one of those figures is the company’s own disclosure in the middle of a contested campaign, and none has been reported through an audited quarterly filing.
What it means
Verified: the statement was issued, the committee’s positions are as quoted, and the operating claims are as disclosed.
Attributed: the performance metrics, the stock-decline figure and the characterization of Garg’s campaign as disruptive are all the special committee’s.
RealtyWire analysis: the disclosure of the board vote breakdown is the substantive news here. A consent solicitation asks shareholders to conclude that the board acted against their interests; a unanimous vote of every independent director cuts directly against that argument, and putting it on the record is a deliberate move to shape how institutional holders read the proxy materials.
The operating metrics serve the same purpose. Cost reductions and partnership volume are the two things Better can point to that do not depend on the mortgage rate environment, which has not cooperated with anyone this year. Whether they are enough to hold a shareholder base that has watched the stock fall this far is a different question.
For the wider mortgage industry, the case is a reminder that founder control at a company that went public through a special purpose acquisition vehicle is durable right up until the board decides it is not — and that unwinding it is expensive and public.
What to watch: the outcome of the consent solicitation and any deadline set for it, rulings in the company’s suit against Garg, whether a permanent CEO is named before the fight resolves, and Better’s third-quarter results against the guidance the committee reaffirmed.
